Article / 1 Dec 2025
In this month’s update we:
The Court of Appeal has confirmed that, under English law, a binding contract can be formed through informal digital communications (in this case, WhatsApp messages and emails) even when the parties expect a formal written agreement to be finalised at a later date.
In the digital age, this case acts as a stark reminder that it is the substance and not the form of a communication that will carry most weight. A digital message may appear informal, but informal messages can still create legally binding agreements.
In DAZN Ltd v Coupang Corp [2025] EWCA Civ 1083, the dispute centred on negotiations between DAZN (a global sports streaming platform) and Coupang (a South Korean streaming provider) about sublicensing rights for the FIFA Club World Cup 2025.
The negotiations were conducted by key personnel from both sides by telephone, WhatsApp messages and email. On 27 February 2025, Coupang emailed DAZN with a proposal indicating their intention to acquire co-exclusive broadcasting rights for $1.7m. DAZN replied on 3 March 2025, stating “…we will accept Coupang Play’s Offer for FIFA Club World Cup 2025 we will start contract drafting and hope to share the draft for your agreement soon”.
The following day, DAZN informed Coupang that it had received a higher offer for the rights from a third party (with that offer being increased a week later). Coupang brought legal proceedings on the basis that a binding agreement had been reached with DAZN based on their exchange of emails.
The trial judge agreed with Coupang, finding that a contract had been formed between DAZN and Coupang. DAZN appealed, arguing that the 27 February email was not a contractual offer and that the 3 March email was not an unqualified acceptance of any offer. DAZN also alleged that there was no intention to create legal relations by the exchange of emails as any agreement was “subject to contract” with the parties anticipating that a formal agreement would be signed.
The Court of Appeal unanimously dismissed DAZN’s appeal on all grounds, concluding that the parties had reached an agreement by which they intended to be immediately and legally bound by the exchange of emails.
When reaching its decision, the Court considered established legal principles that are applied when deciding whether a contract has been formed. These included that:
On the specific facts of the case, the Court found that the February email amounted to a clear offer which was unequivocally accepted by DAZN in its March email. All essential terms had been agreed between the parties, and their subsequent behaviour (including sending congratulatory messages and DAZN encouraging Coupang to begin marketing without waiting for a formal contract) supported the conclusion that they intended to be bound immediately.
The Court noted that DAZN had not used “subject to contract” (or equivalent) in these negotiations but had used the phrase in draft documentation with other third parties. This suggested that DAZN had made a deliberate choice not to qualify the negotiations in this way. While the parties expected a formal document to be concluded, this was seen as a step to formalise an existing agreement, not a precondition for enforceability.
This decision is one of several recent cases where courts have upheld contracts that were formed through informal means. Businesses may assume that negotiations are “safe” until a formal document is signed, but as this case shows, that assumption can prove costly.
Under English law, contracts can be made informally if the essential terms are agreed and the parties’ conduct shows an intention to be bound. Ultimately, a court will consider the substance and not the form of contractual negotiations, and communication via WhatsApp, email or other digital methods – without more – may meet the legal requirements for contract formation.
To avoid inadvertently creating binding obligations, it should be made clear that negotiations are ongoing and “subject to contract” (or similar wording). Although these terms may not be decisive, they at least signal that there is no immediate intention to be legally bound. Negotiating parties should also avoid using casual language or ambiguous confirmations – such as “we’re good to go” or “looks fine” - as they may be enough to create legal obligations. Consider also whether it is appropriate for sensitive negotiations to take place on platforms like WhatsApp, where informality can blur legal boundaries.
In Kieran Corrigan & Co Ltd v OneE Group Ltd and others [2025] EWHC 2759 (Ch) the High Court confirmed that if a person receives confidential information in circumstances importing an obligation of confidence, they will be under a personal duty not to misuse that information. Liability for misuse will arise even if the individual is not aware that they are using another person’s confidential information.
To bring a successful breach of confidentiality claim, there are three key requirements that must be met:
To have primary liability for breach of confidence, a defendant must actually make use of the confidential information and it is irrelevant whether they were aware that doing so amounted to a breach. For joint liability to arise, the defendant must have knowledge of the essential facts which make the use of that information unlawful.
Mr Corrigan, the managing director and shareholder of the claimant company, had developed a tax mitigation structure involving the use of research and development relief. Mr Corrigan met with representatives of OneE Group Ltd to discuss a potential business arrangement using this tax mitigation strategy. These discussions were subject to an NDA signed by Mr Corrigan and a director of OneE Group.
OneE Group did not enter into any formal arrangement with Mr Corrigan but still incorporated his tax mitigation strategy into one of its own structures. Mr Corrigan brought an action (in the name of his company) against OneE Group and three of its directors for misuse of confidential information.
At the original trial, the High Court upheld the claims against OneE Group and two of its directors. However, the claims against the third director, Mr Timol, were dismissed. Although all of the defendants had received the information in confidence, Mr Timol was found not to have used the information.
Although Mr Timol had signed off the OneE scheme, the Court found that he had only been concerned with its commercial viability and not with the detail of how it functioned. This meant that he had not used Mr Corrigan’s confidential information and neither did he have the requisite knowledge of its misuse by OneE Group or his co-directors. This meant that he was not primarily or jointly liable for the breach.
Following the disclosure of additional documents, Mr Corrigan appealed the High Court’s decision. The Court of Appeal upheld one of his grounds of appeal, ordering a retrial of the claim on the basis that the newly disclosed documents went “to the very heart of the case against Mr Timol”.
On retrial, the High Court ruled that Mr Timol had breached his obligation of confidence by misusing Mr Corrigan’s confidential information and found him primarily and jointly liable for the breach.
The newly disclosed documents provided a significantly clearer picture of Mr Timol’s involvement with the OneE Group structure and showed that he was aware of the key tax features of the scheme and that they mirrored the structure devised by Mr Corrigan. Mr Timol had misused the information when signing off the OneE structure (including its marketing and development), and also when discussing it with others.
On the key issue of whether Mr Timol could be personally liable without actually knowing that the OneE Group structure misused confidential information, the Court held that he could. The Judge confirmed that once an individual receives confidential information in circumstances importing an obligation of confidence (such as under an NDA), that individual is under a personal duty not to misuse it. Primary liability for that misuse is not then dependent on the defendant’s state of mind – there will be a breach of confidentiality even if the defendant is unaware that they are using the confidential information of another.
Although the Judge ultimately found that Mr Timol had been aware that confidential information was being misused, that was not the decisive issue for personal liability. Misuse of the information alone was sufficient.
This decision reinforces the strict nature of confidentiality obligations and highlights the risk to individuals – not just companies – of personal liability if they misuse confidential information (even inadvertently).
For businesses, the case carries important lessons:
In an era of complex collaborations and frequent information exchange, this case is a timely reminder that confidentiality is not just a corporate issue; it is a personal one. Organisations should review their internal policies and ensure that individuals understand the risks, as courts will not excuse misuse on the basis of ignorance.
On 18 November 2025, mandatory identity verification requirements for individual directors, LLP members and people with significant control (PSCs) came into force.
The mandatory requirements are being phased in over a period of 12 months, but from 18 November, anyone incorporating a company or being appointed as a director or LLP member must verify their identity before taking up the role.
Of the many reforms introduced by the Economic Crime and Corporate Transparency Act 2023, the introduction of mandatory identity verification procedures is, perhaps, the most significant.
The new regime marks a major milestone in the UK’s efforts to strengthen corporate transparency and protect businesses and consumers from fraud. By confirming the identities of those in positions of responsibility, the new requirements will make it easier to expose disqualified directors, link multiple directorships to one person (helping to identify criminal networks) and enable Companies House to take enforcement action.
Although mandatory verification was only introduced from 18 November, individuals have been able to voluntarily verify their identity since April 2025, and more than 1.5 million individuals have already done so. Companies House estimates that a further 6 to 7 million individuals will need to verify their identity by mid-November 2026.
Identity verification can be completed in three ways:
Verified individuals will be allocated a unique identification number – a personal code – and Companies House will use these personal codes to link the records of verified individuals holding multiple roles. Companies House will also annotate the register to show that an individual’s identity has been verified.
LLP members (and PSCs of LLPs) will follow the same rules as for directors and PSCs of companies.
Mandatory verification for corporate directors/ LLP members and corporate PSCs (known as “relevant legal entities” or RLEs) will commence at a later, as yet unknown, date.
Anyone who fails to comply with mandatory identity verification requirements will be committing an offence, as will any company with an unverified director.
If users do not comply with identity verification requirements by their due date, Companies House will send them a default letter setting out the offence and explaining that enforcement action may be taken without further notice. Companies House has three main routes for enforcement action:
Companies House has confirmed that it will take a “proportionate approach to enforcement” and will consider the nature and circumstance of the non-compliance, and the seriousness of the case. Non-compliance is likely to be deemed serious if a person or company has committed three or more offences over a five year period.
First published in Accountancy Daily.
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